<PAGE>

                                                                     Exhibit 4.4

                                                                EXECUTION COPY

                                  $100,000,000

                         AMERICAN ROCK SALT COMPANY LLC

              $100,000,000 9 1/2% of Senior Secured Notes due 2014

                          REGISTRATION RIGHTS AGREEMENT

                                                                  March 17, 2004

JEFFERIES & COMPANY, INC.
520 Madison Avenue
12th Floor
New York, NY  10022

Ladies and Gentlemen:

        AMERICAN ROCK SALT COMPANY LLC, a New York limited liability company
(the "Company"), is issuing and selling to Jefferies & Company, Inc. (the
"Initial Purchaser"), upon the terms set forth in the Purchase Agreement dated
March 5, 2004, by and between the Company and the Initial Purchaser (the
"Purchase Agreement"), $100,000,000 aggregate principal amount of 9 1/2% Senior
Secured Notes due 2014 issued by the Company (each, a "Note" and collectively,
the "Notes"). As an inducement to the Initial Purchaser to enter into the
Purchase Agreement, the Company agrees with the Initial Purchaser, for the
benefit of the Holders (as defined below) of the Notes (including, without
limitation, the Initial Purchaser), as follows:

1.      Definitions

        Capitalized terms that are used herein without definition and are
defined in the Purchase Agreement shall have the respective meanings ascribed to
them in the Purchase Agreement. As used in this Agreement, the following terms
shall have the following meanings:

        Additional Interest: See Section 4(a).

        Advice: See Section 6(v).

        Agreement: This Registration Rights Agreement, dated as of the Closing
Date, between the Company and the Initial Purchaser.

        Applicable Period:  See Section 2(e).

        Business Day: A day that is not a Saturday, a Sunday or a day on which
banking institutions in the City of New York are authorized or required by law
or executive order to be closed.

        Closing Date: March 17, 2004.

<PAGE>

        Collateral Agreements: Shall have the meaning set forth in the
Indenture.

        Company: See the introductory paragraph to this Agreement.

        Day: Unless otherwise expressly provided, a calendar day.

        Effectiveness Date: The 210th day after the Issue Date.

        Effectiveness Period: See Section 3(a).

        Event Date: See Section 4(b).

        Exchange Act: The Securities Exchange Act of 1934, as amended, and the
rules and regulations of the SEC promulgated thereunder.

        Exchange Notes: Senior Secured Notes due 2014 of the Company registered
under the Securities Act, identical in all material respects to the Notes,
except for restrictive legends and additional interest provisions.

        Exchange Offer: See Section 2(a).

        Exchange Registration Statement: See Section 2(a).

        Filing Date: The 120th day after the Issue Date.

        Holder: Any registered holder of Registrable Notes.

        Indemnified Party: See Section 8(c).

        Indemnifying Party: See Section 8(c).

        Indenture: The Indenture, dated as of the Closing Date, between the
Company and U.S. Bank National Association, as trustee, pursuant to which the
Notes are being issued, as amended or supplemented from time to time in
accordance with the terms hereof.

        Initial Purchaser: See the introductory paragraph to this Agreement.

        Initial Shelf Registration Statement: See Section 3(a).

        Inspectors: See Section 6(o).

        Issue Date: March 17, 2004.

        Lien: Shall have the meaning set forth in the Indenture.

        Losses: See Section 8(a).

        Maximum Contribution Amount: See Section 8(d).

                                        2

<PAGE>

        NASD: National Association of Securities Dealers, Inc.

        Notes: See the introductory paragraph to this Agreement.

        Participating Broker-Dealer: See Section 2(e).

        Person: An individual, trustee, corporation, partnership, limited
liability company, joint stock company, trust, unincorporated association,
union, business association, firm, government or agency or political subdivision
thereof, or other legal entity.

        Private Exchange: See Section 2(f).

        Private Exchange Notes: See Section 2(f).

        Prospectus: The prospectus included in any Registration Statement
(including, without limitation, a prospectus that discloses information
previously omitted from a prospectus filed as part of an effective registration
statement in reliance upon Rule 430A promulgated under the Securities Act), as
amended or supplemented by any prospectus supplement, with respect to the terms
of the offering of any portion of the Registrable Notes covered by such
Registration Statement, and all other amendments and supplements to the
Prospectus, including post-effective amendments, and all material incorporated
by reference or deemed to be incorporated by reference in such Prospectus.

        Purchase Agreement: See the introductory paragraph to this Agreement.

        Records: See Section 6(o).

        Registrable Notes: (i) Notes, (ii) Private Exchange Notes and (iii)
Exchange Notes received in the Exchange Offer, in each case, that may not be
sold without restriction under federal or state securities laws.

        Registration Statement: Any registration statement of the Company filed
with the SEC under the Securities Act (including, but not limited to, the
Exchange Registration Statement, the Shelf Registration Statement and any
Subsequent Shelf Registration Statement) that covers any of the Registrable
Notes pursuant to the provisions of this Agreement, including the Prospectus,
amendments and supplements to such registration statement, including
post-effective amendments, all exhibits and all material incorporated by
reference or deemed to be incorporated by reference in such registration
statement.

        Rule 144: Rule 144 promulgated under the Securities Act, as such Rule
may be amended from time to time, or any similar rule (other than Rule 144A) or
regulation hereafter adopted by the SEC providing for offers and sales of
securities made in compliance therewith resulting in offers and sales by
subsequent holders that are not affiliates of an issuer or such securities being
free of the registration and prospectus delivery requirements of the Securities
Act.

        Rule 144A: Rule 144A promulgated under the Securities Act, as such Rule
may be amended from time to time, or any similar rule (other than Rule 144) or
regulation hereafter adopted by the SEC.

                                        3

<PAGE>

        Rule 415: Rule 415 promulgated under the Securities Act, as such Rule
may be amended from time to time, or any similar rule or regulation hereafter
adopted by the SEC.

        Rule 430A: Rule 430A promulgated under the Securities Act, as such Rule
may be amended from time to time, or any similar rule or regulation hereafter
adopted by the SEC.

        SEC: The Securities and Exchange Commission.

        Securities: The Notes, the Exchange Notes and the Private Exchange
Notes.

        Securities Act: The Securities Act of 1933, as amended, and the rules
and regulations of the SEC promulgated thereunder.

        Shelf Notice: See Section 2(j).

        Shelf Registration Statement: See Section 3(b).

        Subsequent Shelf Registration Statement: See Section 3(b).

        TIA: The Trust Indenture Act of 1939, as amended.

        Trustee: The trustee under the Indenture and, if existent, the trustee
under any indenture governing the Exchange Notes and Private Exchange Notes (if
any).

        Underwritten Registration or Underwritten Offering: A registration in
which securities of the Company are sold to an underwriter for reoffering to the
public.

2.      Exchange Offer

        (a)     Unless the Exchange Offer would not be permitted by applicable
                laws or a policy of the SEC, the Company shall (i) prepare and
                file with the SEC no later than the Filing Date, a registration
                statement (the "Exchange Registration Statement") on an
                appropriate form under the Securities Act with respect to an
                offer (the "Exchange Offer") to the Holders of Notes to issue
                and deliver to such Holders, in exchange for the Notes, a like
                principal amount of Exchange Notes, (ii) use its best efforts to
                cause the Exchange Registration Statement to become effective as
                promptly as practicable after the filing thereof, but in no
                event later than the Effectiveness Date, (iii) use its best
                efforts to keep the Exchange Registration Statement effective
                until the consummation of the Exchange Offer in accordance with
                its terms, and (iv) commence the Exchange Offer and use its best
                efforts to issue on or prior to 30 days after the date on which
                the Exchange Registration Statement is declared effective,
                Exchange Notes in exchange for all Notes tendered prior thereto
                in the Exchange Offer. The Exchange Offer shall not be subject
                to any conditions, other than that the Exchange Offer does not
                violate applicable law or any applicable interpretation of the
                staff of the SEC.

        (b)     The Exchange Notes shall be issued under, and entitled to the
                benefits of, (i) the Indenture or a trust indenture that is
                identical to the Indenture (other than such

                                        4

<PAGE>

                changes as are necessary to comply with any requirements of the
                SEC to effect or maintain the qualifications thereof under the
                TIA) and (ii) the Collateral Agreements.

        (c)     Interest on the Exchange Notes and Private Exchange Notes will
                accrue from the last interest payment due date on which
                interest was paid on the Notes surrendered in exchange
                therefor or, if no interest has been paid on the Notes, from
                the date of original issue of the Notes. Each Exchange Note
                and Private Exchange Note shall bear interest at the rate set
                forth thereon; provided, that interest with respect to the
                period prior to the issuance thereof shall accrue at the rate
                or rates borne by the Notes from time to time during such
                period.

        (d)     The Company may require each Holder as a condition
                to participation in the Exchange Offer to represent to the
                Company that at the time of the consummation of the Exchange
                Offer (i) any Exchange Notes received by such Holder will be
                acquired in the ordinary course of its business, (ii) such
                Holder has not entered into any arrangement or understanding
                with any Person to participate in the distribution (within the
                meaning of the Securities Act) of the Exchange Notes in
                violation of the provisions of the Securities Act, (iii) such
                Holder is not an "affiliate" (as defined in Rule 405 of the
                Securities Act) of the Company or if such Holder is an affiliate
                such Holder will comply with the registration and prospectus
                delivery requirements of the Securities Act to the extent
                applicable, (iv) if such Holder is not a broker-dealer, that it
                is not engaged in, and does not intend to engage in, the
                distribution of the Notes and (v) if such Holder is a
                Participating Broker-Dealer, that it will deliver a Prospectus
                in connection with any resale of the Exchange Notes.

        (e)     The Company shall include within the Prospectus contained in the
                Exchange Registration Statement a section entitled "Plan of
                Distribution" reasonably acceptable to the Initial Purchaser
                which shall contain all the information that the SEC may require
                with respect to the potential "underwriter" status of any
                broker-dealer that is the beneficial owner (as defined in Rule
                13d-3 under the Exchange Act) of Exchange Notes received by such
                broker-dealer in the Exchange Offer for its own account in
                exchange for Notes that were acquired by it as a result of
                market-making activities or other trading activities (a
                "Participating Broker-Dealer"), whether such positions or
                policies have been publicly disseminated by the staff of the SEC
                or such positions or policies, in the judgment of the Initial
                Purchaser, represent the prevailing views of the staff of the
                SEC. Such "Plan of Distribution" section shall also allow, to
                the extent permitted by applicable policies and regulations of
                the SEC, the use of the Prospectus by all Persons subject to the
                prospectus delivery requirements of the Securities Act,
                including, to the extent so permitted, all Participating
                Broker-Dealers, and include a statement describing the manner in
                which Participating Broker-Dealers may resell the Exchange
                Notes. The Company shall use its best efforts to keep the
                Exchange Registration Statement effective and to amend and
                supplement the Prospectus contained therein, in order to permit
                such Prospectus to be lawfully delivered by all Persons subject
                to the prospectus delivery requirements of the Securities Act

                                        5

<PAGE>

                for such period of time as such Persons must comply with such
                requirements in order to resell the Exchange Notes (the
                "Applicable Period").

        (f)     If, upon consummation of the Exchange Offer, the Initial
                Purchaser holds any Notes acquired by it and having the status
                of an unsold allotment in the initial distribution, the Company
                (upon the written request from the Initial Purchaser) shall,
                simultaneously with the delivery of the Exchange Notes pursuant
                to the Exchange Offer, issue and deliver to the Initial
                Purchaser, in exchange (the "Private Exchange") for the Notes
                held by the Initial Purchaser, a like principal amount of Senior
                Secured Notes (issued under the same Indenture as the Exchange
                Notes) that are identical in all material respects to the
                Exchange Notes except for the existence of restrictions on
                transfer thereof under the Securities Act and securities laws of
                the several states of the United States (the "Private Exchange
                Notes"). The Private Exchange Notes shall bear the same CUSIP
                number as the Exchange Notes.

        (g)     In connection with the Exchange Offer, the Company shall:

                (i)     mail to each Holder a copy of the Prospectus forming
                        part of the Exchange Registration Statement, together
                        with an appropriate letter of transmittal that is an
                        exhibit to the Exchange Registration Statement, and any
                        related documents;

                (ii)    keep the Exchange Offer open for not less than 30 days
                        (or longer, if required by applicable law) after the
                        date notice thereof is mailed to the Holders;

                (iii)   utilize the services of a depository for the Exchange
                        Offer with an address in the Borough of Manhattan, The
                        City of New York, which may be the Trustee or an
                        affiliate thereof;

                (iv)    permit Holders to withdraw tendered Registrable Notes at
                        any time prior to the close of business, New York time,
                        on the last Business Day on which the Exchange Offer
                        shall remain open; and

                (v)     otherwise comply with all applicable laws.

        (h)     As soon as practicable after the close of the Exchange Offer or
                the Private Exchange, as the case may be, the Company shall:

                (i)     accept for exchange all Registrable Notes validly
                        tendered and not withdrawn pursuant to the Exchange
                        Offer or the Private Exchange, as the case may be;

                (ii)    deliver to the Trustee for cancellation all Registrable
                        Notes so accepted for exchange; and

                                        6

<PAGE>

                (iii)   cause the Trustee to authenticate and deliver promptly
                        to each Holder tendering such Registrable Notes,
                        Exchange Notes or Private Exchange Notes, as the case
                        may be, equal in principal amount to the Notes of such
                        Holder so accepted for exchange.

        (i)     The Exchange Notes and the Private Exchange Notes may be issued
                under the Indenture or an indenture identical to the Indenture
                (other than such changes as are necessary to comply with any
                requirements of the SEC to effect or maintain the qualification
                thereof under the TIA), which in either case will provide that
                (i) the Exchange Notes will not be subject to the transfer
                restrictions or additional interest provisions set forth in the
                Indenture, (ii) the Private Exchange Notes will be subject to
                the transfer restrictions set forth in the Indenture, and (iii)
                the Exchange Notes, the Private Exchange Notes and the Notes, if
                any, will be deemed one class of security (subject to the
                provisions of the Indenture) and entitled to participate in all
                the security granted by the Company pursuant to the Collateral
                Agreements (as such term is defined in the Indenture) on an
                equal and ratable basis.

        (j)     If, (i) any change in law or in applicable interpretations
                thereof by the staff of the SEC would not permit the
                consummation of the Exchange Offer, (ii) the Exchange Offer is
                not consummated within 30 days after the Effectiveness Date,
                (iii) the Initial Purchaser so requests with respect to the
                Notes (or the Private Exchange Notes) not eligible to be
                exchanged for Exchange Notes in the Exchange Offer and held by
                it following consummation of the Exchange Offer, or (iv) in the
                case of (A) any Holder not permitted to participate in the
                Exchange Offer or (B) any Holder participating in the Exchange
                Offer that receives Exchange Notes that may not be sold without
                restriction under state and federal securities laws (other than
                due solely to the status of such Holder as an affiliate of the
                Company within the meaning of the Securities Act) and, in either
                case contemplated by this clause (iv), such Holder notifies the
                Company within 45 days of consummation of the Exchange Offer,
                then in each case the Company shall promptly (and in any event
                within five Business Days of such notification) deliver to the
                Holders and the Trustee notice thereof (the "Shelf Notice") and
                shall as promptly as possible thereafter (but in no event later
                than 30 days following the delivery of the Shelf Notice) file an
                Initial Shelf Registration Statement pursuant to Section 3.

3.      Shelf Registration

        If a Shelf Notice is delivered pursuant to Section 2(j), then this
Section 3 shall apply to all Registrable Notes. Otherwise, upon consummation of
the Exchange Offer in accordance with Section 2, the provisions of this Section
3 shall apply solely with respect to (i) Notes held by any Holder thereof not
permitted to participate in the Exchange Offer, (ii) Private Exchange Notes and
(iii) Exchange Notes that are not freely tradeable as contemplated by Section
2(j)(iv) hereof, provided in each case that the relevant Holder has duly
notified the Company within 45 days of the Exchange Offer as required by Section
2(j)(iv).

                                        7

<PAGE>

        (a)     Initial Shelf Registration. The Company shall, as promptly as
                practicable, file with the SEC a Registration Statement for an
                offering to be made on a continuous basis pursuant to Rule 415
                covering all of the Registrable Notes (the "Initial Shelf
                Registration Statement") within 30 days of the delivery of the
                Shelf Notice and shall use its best efforts to cause such
                Initial Shelf Registration Statement to be declared effective
                under the Securities Act as promptly as practicable thereafter
                (but in no event more than 90 days after delivery of the Shelf
                Notice); provided, however, that if the Company has not yet
                filed an Exchange Registration Statement, the Company shall file
                with the SEC the Initial Shelf Registration Statement on or
                prior to the Filing Date and shall use its best efforts to cause
                such Initial Shelf Registration Statement to be declared
                effective under the Securities Act on or prior to the
                Effectiveness Date. The Initial Shelf Registration Statement
                shall be on Form S-1 or another appropriate form permitting
                registration of such Registrable Notes for resale by Holders in
                the manner or manners reasonably designated by them (including,
                without limitation, one or more underwritten offerings). The
                Company shall not permit any securities other than the
                Registrable Notes to be included in any Shelf Registration
                Statement. The Company shall use its best efforts to keep the
                Initial Shelf Registration Statement continuously effective
                under the Securities Act until the date which is 24 months from
                the Closing Date (the "Effectiveness Period"), or such shorter
                period ending when (i) all Registrable Notes covered by the
                Initial Shelf Registration Statement have been sold in the
                manner set forth and as contemplated in the Initial Shelf
                Registration Statement (ii) a Subsequent Shelf Registration
                Statement (as defined below) covering all of the Registrable
                Notes covered by and not sold under the Initial Shelf
                Registration Statement or an earlier Subsequent Shelf
                Registration Statement has been declared effective under the
                Securities Act or (iii) there cease to be any outstanding
                Registrable Notes. The Company shall be deemed not to have used
                its best efforts to keep the Initial Shelf Registration
                Statement effective during the Effectiveness Period if it
                voluntarily takes any action that would result in Holders of
                Registrable Notes covered thereby not being able to offer and
                sell such Registrable Notes during the Effectiveness Period,
                unless such action is required by applicable law.

        (b)     Subsequent Shelf Registrations. If the Initial Shelf
                Registration Statement or any Subsequent Shelf Registration
                Statement ceases to be effective for any reason at any time
                during the Effectiveness Period (other than because of the sale
                of all of the securities registered thereunder), the Company
                shall use its best efforts to obtain the prompt withdrawal of
                any order suspending the effectiveness thereof, and in any event
                shall within 30 days of such cessation of effectiveness amend
                such Shelf Registration Statement in a manner designed to obtain
                the withdrawal of the order suspending the effectiveness
                thereof, or file an additional "shelf" Registration Statement
                pursuant to Rule 415 covering all of the Registrable Notes (a
                "Subsequent Shelf Registration Statement"). If a Subsequent
                Shelf Registration Statement is filed, the Company shall use its
                best efforts to cause the Subsequent Shelf Registration
                Statement to be declared effective as soon as practicable after
                such filing and to keep such Subsequent Shelf Registration
                Statement continuously effective for a period equal to the
                number of days in the

                                        8

<PAGE>

                Effectiveness Period less the aggregate number of days during
                which the Initial Shelf Registration Statement or any Subsequent
                Shelf Registration Statement was previously continuously
                effective. As used herein the term "Shelf Registration
                Statement" means the Initial Shelf Registration Statement and
                any Subsequent Shelf Registration Statements.

        (c)     Supplements and Amendments. The Company shall promptly
                supplement and amend any Shelf Registration Statement if
                required by the rules, regulations or instructions applicable to
                the registration form used for such Shelf Registration
                Statement, if required by the Securities Act, or if reasonably
                requested in writing by the Holders of a majority in aggregate
                principal amount of the Registrable Notes covered by such Shelf
                Registration Statement or by any underwriter of such Registrable
                Notes.

        (d)     Provision of Information. No Holder of Registrable Notes shall
                be entitled to include any of its Registrable Notes in any Shelf
                Registration Statement pursuant to this Agreement unless such
                Holder furnishes to the Company and the Trustee in writing,
                within 20 days after receipt of a written request therefor, such
                information as the Company and the Trustee after conferring with
                counsel with regard to information relating to Holders that
                would be required by the SEC to be included in such Shelf
                Registration Statement or Prospectus included therein, may
                reasonably request for inclusion in any Shelf Registration
                Statement or Prospectus included therein, and no such Holder
                shall be entitled to Additional Interest pursuant to Section 4
                hereof unless and until such Holder shall have
                provided such information.

4.      Additional Interest

        (a)     The Company acknowledges and agrees that the Holders of
                Registrable Notes will suffer damages if the Company fails to
                fulfill its material obligations under Section 2 or Section 3
                hereof and that it would not be feasible to ascertain the extent
                of such damages with precision. Accordingly, the Company agrees
                to pay additional cash interest on the Notes ("Additional
                Interest") under the circumstances and to the extent set forth
                below (each of which shall be given independent effect):

                (i)     if (A) neither the Exchange Registration Statement nor
                        the Initial Shelf Registration Statement has been filed
                        with the SEC on or prior to the Filing Date or (B)
                        notwithstanding that the Company has consummated or will
                        consummate an Exchange Offer, the Company is required to
                        file a Shelf Registration Statement and such Shelf
                        Registration Statement is not filed on or prior to the
                        date required by this Agreement, then, commencing on the
                        day after either such required filing date, Additional
                        Interest shall accrue on the Notes over and above any
                        stated interest at a rate of 0.25% per annum of the
                        principal amount of such Notes for the first 90 days
                        immediately following such filing date, such Additional
                        Interest rate increasing by an additional 0.25% per
                        annum at the beginning of each

                                        9

<PAGE>

                        subsequent 90-day period, subject to the provisos in the
                        last sentence of this paragraph;

                (ii)    if (A) neither the Exchange Registration Statement nor
                        the Initial Shelf Registration Statement is declared
                        effective by the SEC on or prior to the Effectiveness
                        Date, or (B) notwithstanding that the Company has
                        consummated or will consummate an Exchange Offer, the
                        Company is required to file a Shelf Registration
                        Statement and such Shelf Registration Statement is not
                        declared effective by the SEC on or prior to the 90th
                        day following the date such Shelf Registration Statement
                        was filed, then, commencing on the day after either such
                        required effective date, Additional Interest shall
                        accrue on the Notes over and above any stated interest
                        at a rate of 0.25% per annum of the principal amount of
                        such Notes for the first 90 days immediately following
                        such effective date, such Additional Interest rate
                        increasing by an additional 0.25% per annum at the
                        beginning of each subsequent 90-day period, subject to
                        the provisos in the last sentence of this paragraph;

                (iii)   if (A) the Company has not exchanged Exchange Notes for
                        all Notes validly tendered in accordance with the terms
                        of the Exchange Offer on or prior to the date that is 30
                        business days after the Effectiveness Date, (B) the
                        Exchange Registration Statement ceases to be effective
                        at any time prior to the time that the Exchange Offer is
                        consummated, (C) if applicable, a Shelf Registration
                        Statement has been declared effective and such Shelf
                        Registration Statement ceases to be effective at any
                        time prior to the second anniversary of the Issue Date
                        (other than after such time as all Notes have been
                        disposed of thereunder) and is not declared effective
                        again within 30 days, or (D) pending the announcement of
                        a material corporate transaction, the Company issues a
                        written notice pursuant to Section 6(e)(v) or (vi) that
                        a Shelf Registration Statement or Exchange Registration
                        Statement is unusable and the aggregate number of days
                        in any 365-day period for which all such notices issued
                        or required to be issued, have been, or were required to
                        be, in effect exceeds 120 days in the aggregate or 30
                        days consecutively, in the case of a Shelf Registration
                        Statement, or 15 days in the aggregate in the case of an
                        Exchange Registration Statement, then Additional
                        Interest shall accrue on the Notes, over and above any
                        stated interest, at a rate of 0.25% per annum of the
                        principal amount of such Notes commencing on (w) the
                        31st business day after the Effectiveness Date, in the
                        case of clause (A) above, or (x) the date the Exchange
                        Registration Statement ceases to be effective without
                        being declared effective again within 30 days, in the
                        case of clause (B) above, or (y) the day such Shelf
                        Registration Statement ceases to be effective in the
                        case of clause (C) above, or (z) the day the Exchange
                        Registration Statement or Shelf Registration Statement
                        ceases to be usable in the case of clause (D) above,
                        such Additional Interest rate increasing by an
                        additional 0.25% per annum at the beginning of each
                        subsequent 90-day period subject to the provisos in the
                        last sentence of this paragraph;

                                       10

<PAGE>

                provided, however, that Additional Interest will not accrue
                under more than one of the foregoing clauses (i) through (iii)
                at any one time; provided, further, however, that the maximum
                Additional Interest rate on the Notes may not exceed at any one
                time in the aggregate 1.0% per annum; and provided, further,
                however, that (1) upon the filing of the Exchange Registration
                Statement or Shelf Registration Statement (in the case of clause
                (i) above), (2) upon the effectiveness of the Exchange
                Registration Statement or Shelf Registration Statement (in the
                case of clause (ii) above), or (3) upon the exchange of Exchange
                Notes for all Notes tendered (in the case of clause (iii)(A)
                above), or upon the effectiveness of the Exchange Registration
                Statement that had ceased to remain effective (in the case of
                clause (iii)(B) above), or upon the effectiveness of a Shelf
                Registration Statement which had ceased to remain effective (in
                the case of clause (iii)(C) above), or upon the effectiveness of
                such Shelf Registration Statement or Exchange Registration
                Statement (in the case of clause (iii)(D) above), Additional
                Interest on the Notes as a result of such clause (or the
                relevant subclause thereof), as the case may be, shall cease to
                accrue.

        (b)     The Company shall notify the Trustee within 3 Business Days
                after each and every date on which an event occurs in respect of
                which Additional Interest is required to be paid (an "Event
                Date"). Any amounts of Additional Interest due pursuant to
                clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be
                payable in cash, on the dates and in the manner provided in the
                Indenture and whether or not any cash interest would then be
                payable on such date, commencing with the first such semi-annual
                date occurring after any such Additional Interest commences to
                accrue. The amount of Additional Interest will be determined by
                multiplying the applicable Additional Interest rate by the
                principal amount of the Notes, multiplied by a fraction, the
                numerator of which is the number of days such Additional
                Interest rate was applicable during such period (determined on
                the basis of a 360-day year comprised of twelve 30-day months
                and, in the case of a partial month, the actual number of days
                elapsed), and the denominator of which is 360.

5.      Hold-Back Agreements

        The Company agrees that it will not effect any public or private sale or
distribution (including a sale pursuant to Regulation D under the Securities
Act) of any securities the same as or similar to those covered by a Registration
Statement filed pursuant to Section 2 or 3 hereof (other than Additional Notes
(as defined in the Indenture) issued under the Indenture), or any securities
convertible into or exchangeable or exercisable for such securities, during the
10 days prior to, and during the 90-day period beginning on, the effective date
of any Registration Statement filed pursuant to Sections 2 and 3 hereof unless
the Holders of a majority in the aggregate principal amount of the Registrable
Notes to be included in such Registration Statement consent, if the managing
underwriter thereof so requests in writing.

                                       11

<PAGE>

6.      Registration Procedures

        In connection with the filing of any Registration Statement pursuant to
Sections 2 or 3 hereof, the Company shall effect such registrations to permit
the sale of such securities covered thereby in accordance with the intended
method or methods of disposition thereof, and pursuant thereto and in connection
with any Registration Statement filed by the Company hereunder, the Company
shall:

        (a)     Prepare and file with the SEC on or prior to the Filing Date,
                the Exchange Registration Statement or if the Exchange
                Registration Statement is not filed because of the circumstances
                contemplated by Section 2(j), a Shelf Registration Statement as
                prescribed by Section 3, and use its best efforts to cause each
                such Registration Statement to become effective and remain
                effective as provided herein; provided that, if (1) a Shelf
                Registration Statement is filed pursuant to Section 3 or (2) a
                Prospectus contained in an Exchange Registration Statement filed
                pursuant to Section 2 is required to be delivered under the
                Securities Act by any Participating Broker-Dealer who seeks to
                sell Exchange Notes during the Applicable Period relating
                thereto, before filing any Registration Statement or Prospectus
                or any amendments or supplements thereto the Company shall, if
                requested, furnish at no charge to the Holders of the
                Registrable Notes to be registered pursuant to such Shelf
                Registration Statement, each Participating Broker-Dealer, the
                managing underwriters, if any, and each of their respective
                counsel, a reasonable opportunity to review copies of all such
                documents (including copies of any documents to be incorporated
                by reference therein and all exhibits thereto) proposed to be
                filed (in each case at least 5 Business Days prior to such
                filing). The Company shall not file any such Registration
                Statement or Prospectus or any amendments or supplements thereto
                in respect of which the Holders must provide information for the
                inclusion therein without the Holders being afforded an
                opportunity to review such documentation if the holders of a
                majority in aggregate principal amount of the Registrable Notes
                covered by such Registration Statement, or any such
                Participating Broker-Dealer, as the case may be, or the managing
                underwriters, if any, or any of their respective counsel shall
                reasonably object in writing on a timely basis. A Holder shall
                be deemed to have reasonably objected to such filing if such
                Registration Statement, amendment, Prospectus or supplement, as
                applicable, as proposed to be filed, contains an untrue
                statement of a material fact or omits to state any material fact
                necessary to make the statements therein not misleading or fails
                to comply with the applicable requirements of the Securities
                Act.

        (b)     Provide an indenture trustee for the Registrable Notes or the
                Exchange Notes, as the case may be, and cause the Indenture (or
                other indenture relating to the Registrable Notes) to be
                qualified under the TIA not later than the effective date of the
                first Registration Statement; and in connection therewith, to
                effect such changes to such indenture as may be required for
                such indenture to be so qualified in accordance with the terms
                of the TIA; and execute, and use its best efforts to cause such
                trustee to execute, all documents as may be required to effect
                such

                                       12

<PAGE>

                changes, and all other forms and documents required to be filed
                with the SEC to enable such indenture to be so qualified in a
                timely manner.

        (c)     Prepare and file with the SEC such pre-effective amendments and
                post-effective amendments to each Shelf Registration Statement
                or Exchange Registration Statement, as the case may be, as may
                be necessary to keep such Registration Statement continuously
                effective for the Effectiveness Period or the Applicable Period,
                as the case may be; cause the related Prospectus to be
                supplemented by any Prospectus supplement required by applicable
                law, and as so supplemented to be filed pursuant to Rule 424 (or
                any similar provisions then in force) promulgated under the
                Securities Act; and comply with the provisions of the Securities
                Act and the Exchange Act applicable to them with respect to the
                disposition of all securities covered by such Registration
                Statement as so amended or in such Prospectus as so supplemented
                and with respect to the subsequent resale of any securities
                being sold by a Participating Broker-Dealer covered by any such
                Prospectus. The Company shall not, during the Applicable Period,
                voluntarily take any action that would result in selling Holders
                of the Registrable Notes covered by a Registration Statement or
                Participating Broker-Dealers seeking to sell Exchange Notes not
                being able to sell such Registrable Notes or such Exchange Notes
                during that period, unless such action is required by applicable
                law, rule or regulation or permitted by this Agreement.

        (d)     Furnish to such selling Holders and Participating Broker-Dealers
                who so request in writing (i) upon the Company's receipt, a copy
                of the order of the SEC declaring such Registration Statement
                and any post effective amendment thereto effective, (ii) such
                reasonable number of copies of such Registration Statement and
                of each amendment and supplement thereto (in each case including
                any documents incorporated therein by reference and all
                exhibits), (iii) such reasonable number of copies of the
                Prospectus included in such Registration Statement (including
                each preliminary Prospectus) and each amendment and supplement
                thereto, and such reasonable number of copies of the final
                Prospectus as filed by the Company pursuant to Rule 424(b) under
                the Securities Act, in conformity with the requirements of the
                Securities Act and each amendment and supplement thereto, and
                (iv) such other documents (including any amendments required to
                be filed pursuant to clause (c) of this Section 6), as any such
                Person may reasonably request in writing. The Company hereby
                consents to the use of the Prospectus by each of the selling
                Holders of Registrable Notes or each such Participating
                Broker-Dealer, as the case may be, and the underwriters or
                agents, if any, and dealers, if any, in connection with the
                offering and sale of the Registrable Notes covered by, or the
                sale by Participating Broker-Dealers of the Exchange Notes
                pursuant to, such Prospectus and any amendment or supplement
                thereto.

        (e)     If (1) a Shelf Registration Statement is filed pursuant to
                Section 3, or (2) a Prospectus contained in an Exchange
                Registration Statement filed pursuant to Section 2 is required
                to be delivered under the Securities Act by any Participating
                Broker-Dealer who seeks to sell Exchange Notes during the
                Applicable Period

                                       13

<PAGE>

                relating thereto, the Company shall notify in writing the
                selling Holders of Registrable Notes, or each such Participating
                Broker-Dealer, as the case may be, and the managing
                underwriters, if any, and each of their respective counsel
                promptly (but in any event within 2 Business Days) (i) when a
                Prospectus or any Prospectus supplement or post-effective
                amendment has been filed, and, with respect to a Registration
                Statement or any post-effective amendment, when the same has
                become effective (including in such notice a written statement
                that any Holder may, upon request, obtain, without charge, one
                conformed copy of such Registration Statement or post-effective
                amendment including financial statements and schedules,
                documents incorporated or deemed to be incorporated by reference
                and exhibits), (ii) of the issuance by the SEC of any stop order
                suspending the effectiveness of a Registration Statement or of
                any order preventing or suspending the use of any Prospectus or
                the initiation of any proceedings for that purpose, (iii) if at
                any time when a Prospectus is required by the Securities Act to
                be delivered in connection with sales of the Registrable Notes
                the representations and warranties of the Company contained in
                any agreement (including any underwriting agreement)
                contemplated by Section 6(n) hereof cease to be true and
                correct, (iv) of the receipt by the Company of any notification
                with respect to the suspension of the qualification or exemption
                from qualification of a Registration Statement or any of the
                Registrable Notes or the Exchange Notes to be sold by any
                Participating Broker-Dealer for offer or sale in any
                jurisdiction, or the initiation or threatening of any proceeding
                for such purpose, (v) of the happening of any event, the
                existence of any condition of any information becoming known
                that makes any statement made in such Registration Statement or
                related Prospectus or any document incorporated or deemed to be
                incorporated therein by reference untrue in any material respect
                or that requires the making of any changes in, or amendments or
                supplements to, such Registration Statement, Prospectus or
                documents so that, in the case of the Registration Statement and
                the Prospectus, it will not contain any untrue statement of a
                material fact or omit to state any material fact required to be
                stated therein or necessary to make the statements therein, in
                light of the circumstances under which they were made, not
                misleading, (vi) of any reasonable determination by the Company
                that a post-effective amendment to a Registration Statement
                would be appropriate and (vii) of any request by the SEC for
                amendments to the Registration Statement or supplements to the
                Prospectus or for additional information relating thereto.

        (f)     Use its best efforts to prevent the issuance of any order
                suspending the effectiveness of a Registration Statement or of
                any order preventing or suspending the use of a Prospectus or
                suspending the qualification (or exemption from qualification)
                of any of the Registrable Notes or the Exchange Notes to be sold
                by any Participating Broker-Dealer, for sale in any
                jurisdiction, and, if any such order is issued, to use its best
                efforts to obtain the withdrawal of any such order at the
                earliest possible date.

        (g)     If (A) a Shelf Registration Statement is filed pursuant to
                Section 3, (B) a Prospectus contained in an Exchange
                Registration Statement filed pursuant to

                                       14

<PAGE>

                Section 2 is required to be delivered under the Securities Act
                by any Participating Broker-Dealer who seeks to sell Exchange
                Notes during the Applicable Period or (C) reasonably requested
                in writing by the managing underwriters, if any, or the Holders
                of a majority in aggregate principal amount of the Registrable
                Notes being sold in connection with an underwritten offering,
                (i) promptly incorporate in a Prospectus supplement or
                post-effective amendment such information or revisions to
                information therein relating to such underwriters or selling
                Holders as the managing underwriters, if any, or such Holders or
                any of their respective counsel reasonably request in writing to
                be included or made therein and (ii) make all required filings
                of such Prospectus supplement or such post-effective amendment
                as soon as practicable after the Company has received
                notification of the matters to be incorporated in such
                Prospectus supplements or post-effective amendment.

        (h)     Prior to any public offering of Registrable Notes or any
                delivery of a Prospectus contained in the Exchange Registration
                Statement by any Participating Broker-Dealer who seeks to sell
                Exchange Notes during the Applicable Period, use its best
                efforts to register or qualify, and cooperate with the selling
                Holders of Registrable Notes or each such Participating
                Broker-Dealer, as the case may be, the underwriters, if any, and
                their respective counsel in connection with the registration or
                qualification (or exemption from such registration or
                qualification) of such Registrable Notes or Exchange Notes, as
                the case may be, for offer and sale under the securities or Blue
                Sky laws of such jurisdictions within the United States as any
                selling Holder, Participating Broker-Dealer or any managing
                underwriter or underwriters, if any, reasonably request in
                writing; provided that where Exchange Notes held by
                Participating Broker-Dealers or Registrable Notes are offered
                other than through an underwritten offering, the Company agrees
                to cause its counsel to perform Blue Sky investigations and file
                any registrations and qualifications required to be filed
                pursuant to this Section 6(h), keep each such registration or
                qualification (or exemption therefrom) effective during the
                period such Registration Statement is required to be kept
                effective and do any and all other acts or things reasonably
                necessary or advisable to enable the disposition in such
                jurisdictions of the Exchange Notes held by Participating
                Broker-Dealers or the Registrable Notes covered by the
                applicable Registration Statement; provided that the Company
                shall not be required to (A) qualify generally to do business in
                any jurisdiction where it is not then so qualified, (B) take any
                action that would subject it to general service of process in
                any such jurisdiction where it is not then so subject or (C)
                subject itself to taxation in any such jurisdiction where it is
                not then so subject.

        (i)     If (A) a Shelf Registration Statement is filed pursuant to
                Section 3 or (B) a Prospectus contained in an Exchange
                Registration Statement filed pursuant to Section 2 is requested
                to be delivered under the Securities Act by any Participating
                Broker-Dealer who seeks to sell Exchange Notes during the
                Applicable Period, cooperate with the selling Holders of
                Registrable Notes and the managing underwriter or underwriters,
                if any, to facilitate the timely preparation and delivery of
                certificates representing Registrable Notes to be sold,

                                       15

<PAGE>

                which certificates shall not bear any restrictive legends and
                shall be in a form eligible for deposit with The Depository
                Trust Company, and enable such Registrable Notes to be in such
                denominations and registered in such names as the managing
                underwriter or underwriters, if any, or Holders may reasonably
                request in writing.

        (j)     Use its best efforts to cause the Registrable Notes covered by
                any Registration Statement to be registered with or approved by
                such governmental agencies or authorities as may be necessary to
                enable the seller or sellers thereof or the underwriter, if any,
                to consummate the disposition of such Registrable Notes, except
                as may be required solely as a consequence of the nature of such
                selling Holder's business, in which case the Company shall
                cooperate in all reasonable respects with the filing of such
                Registration Statement and the granting of such approvals;
                provided that the Company shall not be required to (A)
                qualify generally to do business in any jurisdiction where it is
                not then so qualified, (B) take any action that would subject it
                to general service of process in any jurisdiction where it is
                not then so subject or (C) subject itself to taxation in any
                such jurisdiction where it is not then so subject.

        (k)     If (1) a Shelf Registration Statement is filed pursuant to
                Section 3, or (2) a Prospectus contained in an Exchange
                Registration Statement filed pursuant to Section 2 is required
                to be delivered under the Securities Act by any Participating
                Broker-Dealer who seeks to sell Exchange Notes during the
                Applicable Period, upon the occurrence of any event contemplated
                by Section 6(e)(v) or 6(e)(vi) hereof, as promptly as
                practicable, prepare and file with the SEC, at the expense of
                the Company, a supplement or post-effective amendment to the
                Registration Statement or a supplement to the related Prospectus
                or any document incorporated or deemed to be incorporated
                therein by reference, or file any other required document so
                that, as thereafter delivered to the purchasers of the
                Registrable Notes being sold thereunder or to the purchasers of
                the Exchange Notes to whom such Prospectus will be delivered by
                a Participating Broker-Dealer, such Prospectus will not contain
                an untrue statement of a material fact or omit to state a
                material fact required to be stated therein or necessary to make
                the statements therein, in light of the circumstances under
                which they were made, not misleading, and, if SEC review is
                required, use its best efforts to cause such post-effective
                amendment to be declared effective as soon as possible.

        (l)     Use its best efforts to cause the Registrable Notes covered by a
                Registration Statement to be rated with such appropriate rating
                agencies, if so requested in writing by the Holders of a
                majority in aggregate principal amount of the Registrable Notes
                covered by such Registration Statement or the managing
                underwriter or underwriters, if any.

        (m)     Prior to the initial issuance of the Exchange Notes, (i) provide
                the Trustee with one or more certificates for the Registrable
                Notes in a form eligible for deposit with The Depository Trust
                Company and (ii) provide a CUSIP number for the Exchange Notes.

                                       16

<PAGE>

        (n)     If a Shelf Registration Statement is filed pursuant to Section
                3, enter into such agreements (including an underwriting
                agreement in form, scope and substance as is customary in
                underwritten offerings of debt securities similar to the Notes,
                as may be appropriate in the circumstances) and take all such
                other actions in connection therewith (including those
                reasonably requested in writing by the managing underwriters, if
                any, or the Holders of a majority in aggregate principal amount
                of the Registrable Notes being sold) in order to expedite or
                facilitate the registration or the disposition of such
                Registrable Notes, and in such connection, whether or not an
                underwriting agreement is entered into and whether or not the
                registration is an Underwritten Registration, (i) make such
                representations and warranties to the Holders and the
                underwriters, if any, with respect to the business of the
                Company and its subsidiaries as then conducted, and the
                Registration Statement, Prospectus and documents, if any,
                incorporated or deemed to be incorporated by reference therein,
                in each case, in form, substance and scope as are customarily
                made by issuers to underwriters in underwritten offerings of
                debt securities similar to the Notes, as may be appropriate in
                the circumstances, and confirm the same if and when reasonably
                required; (ii) obtain an opinion of counsel to the Company and
                updates thereof (which counsel and opinions (in form, scope and
                substance) shall be reasonably satisfactory to the managing
                underwriters, if any, and the Holders of a majority in aggregate
                principal amount of the Registrable Notes being sold), addressed
                to each selling Holder and each of the underwriters, if any,
                covering the matters customarily covered in opinions of counsel
                to the Company requested in underwritten offerings of debt
                securities similar to the Notes, as may be appropriate in the
                circumstances; (iii) obtain "cold comfort" letters and updates
                thereof (which letters and updates (in form, scope and
                substance) shall be reasonably satisfactory to the managing
                underwriters) from the independent certified public accountants
                of the Company (and, if necessary, any other independent
                certified public accountants of any subsidiary of the Company or
                of any business acquired by the Company for which financial
                statements and financial data are, or are required to be,
                included in the Registration Statement), addressed to each of
                the underwriters, such letters to be in customary form and
                covering matters of the type customarily covered in "cold
                comfort" letters in connection with underwritten offerings of
                debt securities similar to the Notes, as may be appropriate in
                the circumstances, and such other matters as reasonably
                requested in writing by the underwriters; and (iv) deliver such
                documents and certificates as may be reasonably requested in
                writing by the Holders of a majority in aggregate principal
                amount of the Registrable Notes being sold and the managing
                underwriters, if any, to evidence the continued validity of the
                representations and warranties of the Company and its
                subsidiaries made pursuant to clause (i) above and to evidence
                compliance with any conditions contained in the
                underwriting agreement or other similar agreement entered into
                by the Company.

        (o)     If (1) a Shelf Registration Statement is filed pursuant to
                Section 3, or (2) a Prospectus contained in an Exchange
                Registration Statement filed pursuant to Section 2 is required
                to be delivered under the Securities Act by any Participating
                Broker-Dealer who seeks to sell Exchange Notes during the
                Applicable Period,

                                       17

<PAGE>

                make available for inspection by any selling Holder of such
                Registrable Notes being sold, or each such Participating
                Broker-Dealer, as the case may be, any underwriter participating
                in any such disposition of Registrable Notes, if any, and any
                attorney, accountant or other agent retained by any such selling
                Holder or each such Participating Broker-Dealer, as the case may
                be, or underwriter (collectively, the "Inspectors"), at the
                offices where normally kept, during reasonable business hours,
                all financial and other records and pertinent corporate
                documents of the Company and its subsidiaries (collectively, the
                "Records") as shall be reasonably necessary to enable them to
                exercise any applicable due diligence responsibilities, and
                cause the officers, directors and employees of the Company and
                its subsidiaries to supply all information reasonably requested
                in writing by any such Inspector in connection with such
                Registration Statement. Each Inspector shall agree in writing
                that it will keep the Records confidential and not disclose any
                of the Records unless (i) the disclosure of such Records is
                necessary to avoid or correct a misstatement or omission in such
                Registration Statement, (ii) the release of such Records is
                ordered pursuant to a subpoena or other order from a court of
                competent jurisdiction, (iii) the information in such Records is
                public or has been made generally available to the public other
                than as a result of a disclosure or failure to safeguard by such
                Inspector or (iv) disclosure of such information is, in the
                reasonable written opinion of counsel for any Inspector,
                necessary or advisable in connection with any action, claim,
                suit or proceeding, directly or indirectly, involving or
                potentially involving such Inspector and arising out of, based
                upon, related to, or involving this Agreement, or any
                transaction contemplated hereby or arising hereunder. Each
                selling Holder of such Registrable Notes and each such
                Participating Broker-Dealer will be required to agree that
                information obtained by it as a result of such inspections shall
                be deemed confidential and shall not be used by it as the basis
                for any market transactions in the securities of the Company
                unless and until such is made generally available to the public.
                Each Inspector, each selling Holder of such Registrable Notes
                and each such Participating Broker-Dealer will be required to
                further agree that it will, upon learning that disclosure of
                such Records is sought in a court of competent jurisdiction,
                give notice to the Company and, to the extent practicable, use
                its best efforts to allow the Company, at its expense, to
                undertake appropriate action to prevent disclosure of the
                Records deemed confidential at its expense.

        (p)     Comply with all applicable rules and regulations of the SEC and
                make generally available to the security holders of the Company
                with regard to any applicable Registration Statement earning
                statements satisfying the provisions of section 11(a) of the
                Securities Act and Rule 158 thereunder (or any similar rule
                promulgated under the Securities Act) no later than 45 days
                after the end of any 12-month period (or 90 days after the end
                of any 12-month period if such period is a fiscal year) (i)
                commencing at the end of any fiscal quarter in which Registrable
                Notes are sold to underwriters in a firm commitment or best
                efforts underwritten offering and (ii) if not sold to
                underwriters in such an offering, commencing on the first day of
                the first fiscal quarter of the Company after the

                                       18

<PAGE>

                effective date of a Registration Statement, which statements
                shall cover said 12-month periods.

        (q)     Upon consummation of an Exchange Offer or Private Exchange,
                obtain an opinion of counsel to the Company (in form, scope and
                substance reasonably satisfactory to the Initial Purchaser),
                addressed to the Trustee for the benefit of all Holders
                participating in the Exchange Offer or Private Exchange, as the
                case may be, to the effect that (i) the Company has duly
                authorized, executed and delivered the Exchange Notes or the
                Private Exchange Notes, as the case may be, and the Indenture,
                (ii) the Exchange Notes or the Private Exchange Notes, as the
                case may be, and the Indenture constitute legal, valid and
                binding obligations of the Company, enforceable against the
                Company in accordance with their respective terms, except as
                such enforcement may be subject to customary United States and
                foreign exceptions and (iii) all obligations of the Company
                under the Exchange Notes or the Private Exchange Notes, as the
                case may be, and the Indenture are secured by Liens (as defined
                in the Indenture) on the assets securing the obligations of the
                Company under the Notes, the Indenture and the Collateral
                Agreements to the extent and as discussed in the Registration
                Statement.

        (r)     If the Exchange Offer or a Private Exchange is to be
                consummated, upon delivery of the Registrable Notes by the
                Holders to the Company (or to such other Person as directed by
                the Company) in exchange for the Exchange Notes or the Private
                Exchange Notes, as the case may be, the Company shall mark, or
                cause to be marked, on such Registrable Notes that the Exchange
                Notes or the Private Exchange Notes, as the case may be, are
                being issued as substitute evidence of the indebtedness
                originally evidenced by the Registrable Notes; provided that in
                no event shall such Registrable Notes be marked as paid or
                otherwise satisfied.

        (s)     Cooperate with each seller of Registrable Notes covered by any
                Registration Statement and each underwriter, if any,
                participating in the disposition of such Registrable Notes and
                their respective counsel in connection with any filings required
                to be made with the NASD.

        (t)     Use its best efforts to take all other steps reasonably
                necessary to effect the registration of the Registrable Notes
                covered by a Registration Statement contemplated hereby.

        (u)     The Company may require each seller of Registrable Notes or
                Participating Broker-Dealer as to which any registration is
                being effected to furnish to the Company such information
                regarding such seller or Participating Broker-Dealer and the
                distribution of such Registrable Notes as the Company may, from
                time to time, reasonably request in writing. The Company may
                exclude from such registration the Registrable Notes of any
                seller who fails to furnish such information within a reasonable
                time (which time in no event shall exceed 45 days) after
                receiving such request. Each seller of Registrable Notes or
                Participating Broker-Dealer as to which any registration is
                being effected agrees to furnish promptly to the Company all
                information required to be disclosed in

                                       19

<PAGE>

                order to make the information previously furnished by such
                seller not materially misleading.

        (v)     Each Holder of Registrable Notes and each Participating
                Broker-Dealer agrees by acquisition of such Registrable Notes or
                Exchange Notes to be sold by such Participating Broker-Dealer,
                as the case may be, that, upon receipt of any notice from the
                Company of the happening of any event of the kind described in
                Section 6(e)(ii), 6(e)(iv), 6(e)(v), or 6(e)(vi), such Holder
                will forthwith discontinue disposition of such Registrable Notes
                covered by a Registration Statement and such Participating
                Broker-Dealer will forthwith discontinue disposition of such
                Exchange Notes pursuant to any Prospectus and, in each case,
                forthwith discontinue dissemination of such Prospectus until
                such Holder's or Participating Broker-Dealer's receipt of the
                copies of the supplemented or amended Prospectus contemplated by
                Section 6(k), or until it is advised in writing (the "Advice")
                by the Company that the use of the applicable Prospectus may be
                resumed, and has received copies of any amendments or
                supplements thereto and, if so directed by the Company, such
                Holder or Participating Broker-Dealer, as the case may be, will
                deliver to the Company all copies, other than permanent file
                copies, then in such Holder's or Participating Broker-Dealer's
                possession, of the Prospectus covering such Registrable Notes
                current at the time of the receipt of such notice. In the event
                the Company shall give any such notice, the Applicable Period
                shall be extended by the number of days during such periods from
                and including the date of the giving of such notice to and
                including the date when each Participating Broker-Dealer shall
                have received (x) the copies of the supplemented or amended
                Prospectus contemplated by Section 6(k) or (y) the Advice.

7.      Registration Expenses

        (a)     All fees and expenses incident to the performance of or
                compliance with this Agreement by the Company shall be borne by
                the Company, whether or not the Exchange Offer or a Shelf
                Registration Statement is filed or becomes effective, including,
                without limitation, (i) all registration and filing fees,
                including, without limitation, (A) fees with respect to filings
                required to be made with the NASD in connection with any
                underwritten offering and (B) fees and expenses of compliance
                with state securities or Blue Sky laws as provided in Section
                6(h) hereof (including, without limitation, reasonable fees and
                disbursements of counsel in connection with Blue Sky
                qualifications of the Registrable Notes or Exchange Notes and
                determination of the eligibility of the Registrable Notes or
                Exchange Notes for investment under the laws of such
                jurisdictions (x) where the Holders are located, in the case of
                the Exchange Notes, or (y) as provided in Section 6(h), in the
                case of Registrable Notes or Exchange Notes to be sold by a
                Participating Broker-Dealer during the Applicable Period)), (ii)
                printing expenses, including, without limitation, expenses of
                printing Prospectuses if the printing of Prospectuses is
                requested by the managing underwriter or underwriters, if any,
                or by the Holders of a majority in aggregate principal amount of
                the Registrable Notes included in any Registration Statement or
                by any Participating Broker-

                                       20

<PAGE>

                Dealer during the Applicable Period, as the case may be, (iii)
                messenger, telephone and delivery expenses incurred in
                connection with the performance of their obligations hereunder,
                (iv) fees and disbursements of counsel for the Company and,
                subject to Section 7(b), the Holders, (v) fees and disbursements
                of all independent certified public accountants referred to in
                Section 6 (including, without limitation, the expenses of any
                special audit and "cold comfort" letters required by or incident
                to such performance), (vi) rating agency fees and the fees and
                expenses incurred in connection with the listing of the
                Securities to be registered on any securities exchange, (vii)
                Securities Act liability insurance, if the Company desires such
                insurance, (viii) fees and expenses of all other Persons
                retained by the Company, (ix) fees and expenses of any
                "qualified independent underwriter" or other independent
                appraiser participating in an offering pursuant to Section 3 of
                Schedule E to the bylaws of the NASD, but only where the need
                for such a "qualified independent underwriter" arises due to a
                relationship with the Company, (x) internal expenses of the
                Company (including, without limitation, all salaries and
                expenses of officers and employees of the Company performing
                legal or accounting duties), (xi) the expense of any annual
                audit, (xii) the fees and expenses of the Trustee and the
                Exchange Agent and (xiii) the expenses relating to printing,
                word processing and distributing all Registration Statements,
                underwriting agreements, securities sales agreements, indentures
                and any other documents necessary in order to comply with this
                Agreement.

        (b)     The Company shall reimburse the Holders for the reasonable fees
                and disbursements of not more than one counsel chosen by the
                Holders of a majority in aggregate principal amount of the
                Registrable Notes to be included in any Registration Statement.
                The Company shall pay all documentary, stamp, transfer or other
                transactional taxes attributable to the issuance or delivery of
                the Exchange Notes or Private Exchange Notes in exchange for the
                Notes; provided that the Company shall not be required to pay
                taxes payable in respect of any transfer involved in the
                issuance or delivery of any Exchange Note or Private Exchange
                Note in a name other than that of the Holder of the Note in
                respect of which such Exchange Note or Private Exchange Note is
                being issued. The Company shall reimburse the Holders for fees
                and expenses (including reasonable fees and expenses of counsel
                to the Holders) relating to any enforcement of any rights of the
                Holders under this Agreement.

8.      Indemnification

        (a)     Indemnification by the Company. The Company agrees to indemnify
                and hold harmless each Holder of Registrable Notes, Exchange
                Notes or Private Exchange Notes and each Participating
                Broker-Dealer selling Exchange Notes during the Applicable
                Period, each Person, if any, who controls each such Holder
                (within the meaning of Section 15 of the Securities Act or
                Section 20(a) of the Exchange Act) and the officers, directors
                and partners of each such Holder, Participating Broker-Dealer
                and controlling person, to the fullest extent lawful, from and
                against any and all losses, claims, damages, liabilities, costs
                (including, without limitation, reasonable costs of preparation
                and reasonable attorneys' fees as provided in this

                                       21

<PAGE>

                Section 8) and expenses (including, without limitation,
                reasonable costs and expenses incurred in connection with
                investigating, preparing, pursuing or defending against any of
                the foregoing) (collectively, "Losses"), as incurred, directly
                or indirectly caused by, related to, based upon, arising out of
                or in connection with any untrue statement or alleged untrue
                statement of a material fact contained in any Registration
                Statement, Prospectus or form of prospectus, or in any amendment
                or supplement thereto, or in any preliminary prospectus, or any
                omission or alleged omission to state therein a material fact
                required to be stated therein or necessary to make the
                statements therein, in light of the circumstances under which
                they were made, not misleading, except insofar as such Losses
                result solely from information relating to such Holder or
                Participating Broker-Dealer and furnished in writing to the
                Company (or reviewed and approved in writing) by such Holder or
                Participating Broker-Dealer or their counsel expressly for use
                therein; provided, however, that the Company will not be liable
                to any Indemnified Party (as defined below) under this Section 8
                to the extent Losses were solely caused by an untrue statement
                or omission or alleged - untrue statement or omission that was
                contained or made in any preliminary prospectus and corrected in
                the Prospectus or any amendment or supplement thereto if (i) the
                Prospectus does not contain any other untrue statement or
                omission or alleged untrue statement or omission of a material
                fact that was the subject matter of the related proceedings,
                (ii) any such Losses resulted from an action, claim or suit by
                any Person who purchased Registrable Notes or Exchange Notes
                which are the subject thereof from such Indemnified Party and
                (iii) it is established in the related proceeding that such
                Indemnified Party failed to deliver or provide a copy of the
                Prospectus (as amended or supplemented) to such Person with or
                prior to the confirmation of the sale of such Registrable Notes
                or Exchange Notes sold to such Person if required by applicable
                law, unless such failure to deliver or provide a copy of the
                Prospectus (as amended or supplemented) was a result of
                noncompliance by the Company with Section 6 of this Agreement.
                The Company also agrees to indemnify underwriters, selling
                brokers, dealer managers and similar securities industry
                professionals participating in the distribution, their officers,
                directors, agents and employees and each Person who controls
                such Persons (within the meaning of Section 15 of the Securities
                Act or Section 20(a) of the Exchange Act) to the same extent as
                provided above with respect to the indemnification of the
                Holders or the Participating Broker-Dealer.

        (b)     Indemnification by Holder. In connection with any Registration
                Statement, Prospectus or form of prospectus, any amendment or
                supplement thereto, or any preliminary prospectus in which a
                Holder is participating, such Holder shall furnish to the
                Company in writing such information as the Company reasonably
                requests for use in connection with any Registration Statement,
                Prospectus or form of prospectus, any amendment or supplement
                thereto, or any preliminary prospectus and shall indemnify and
                hold harmless the Company, its directors and each Person, if
                any, who controls the Company (within the meaning of Section 15
                of the Securities Act and Section 20(a) of the Exchange Act),
                and the directors, officers and partners of such controlling
                persons, to the fullest extent lawful, from and against all
                Losses arising out of or based upon any untrue statement or
                alleged

                                       22

<PAGE>


                untrue statement of a material fact contained in any
                Registration Statement, Prospectus or form of prospectus or in
                any amendment or supplement thereto or in any preliminary
                prospectus, or any omission or alleged omission to state therein
                a material fact required to be stated therein or necessary to
                make the statements therein, in the light of the circumstances
                under which they were made, not misleading to the extent, but
                only to the extent, that such losses are finally judicially
                determined by a court of competent jurisdiction in a final,
                unappealable order to have resulted solely from an untrue
                statement or alleged untrue statement of a material fact or
                omission or alleged omission of a material fact contained in or
                omitted from any information so furnished in writing by or on
                behalf of such Holder to the Company expressly for use therein.
                Notwithstanding the foregoing, in no event shall the liability
                of any selling Holder be greater in amount than such Holder's
                Maximum Contribution Amount (as defined below).

        (c)     Conduct of Indemnification Proceedings. If any proceeding shall
                be brought or asserted against any Person entitled to indemnity
                hereunder (an "Indemnified Party"), such Indemnified Party shall
                promptly notify the party or parties from which such indemnity
                is sought (the "Indemnifying Party" or "Indemnifying Parties",
                as applicable) in writing; provided, that the failure to so
                notify the Indemnifying Parties shall not relieve the
                Indemnifying Parties from any obligation or liability except to
                the extent (but only to the extent) that it shall be finally
                determined by a court of competent jurisdiction (which
                determination is not subject to appeal) that the Indemnifying
                Parties have been prejudiced materially by such failure.

        The Indemnifying Party shall have the right, exercisable by giving
written notice to an Indemnified Party, within 20 Business Days after receipt of
written notice from such Indemnified Party of such proceeding, to assume, at its
expense, the defense of any such proceeding, provided, that an Indemnified Party
shall have the right to employ separate counsel in any such proceeding and to
participate in the defense thereof, but the fees and expenses of such counsel
shall be at the expense of such Indemnified Party or parties unless: (1) the
Indemnifying Party has agreed to pay such fees and expenses; or (2) the
Indemnifying Party shall have failed promptly to assume the defense of such
proceeding or shall have failed to employ counsel reasonably satisfactory to
such Indemnified Party; or (3) the named parties to any such proceeding
(including any impleaded parties) include both such Indemnified Party and the
Indemnifying Party or any of its affiliates or controlling persons, and such
Indemnified Party shall have been advised by counsel that there may be one or
more defenses available to such Indemnified Party that are in addition to, or in
conflict with, those defenses available to the Indemnifying Party or such
affiliate or controlling person (in which case, if such Indemnified Party
notifies the Indemnifying Parties in writing that it elects to employ separate
counsel at the expense of the Indemnifying Parties, the Indemnifying Parties
shall not have the right to assume the defense and the reasonable fees and
expenses of such counsel shall be at the expense of the Indemnifying Party; it
being understood, however, that, the Indemnifying Party shall not, in connection
with any one such proceeding or separate but substantially similar or related
proceedings in the same jurisdiction, arising out of the same general
allegations or circumstances, be liable for the fees and expenses of more than
one separate firm of attorneys (together with appropriate local counsel) at any
time for such Indemnified Party).

                                       23

<PAGE>


        No Indemnifying Party shall be liable for any settlement of any such
proceeding effected without its written consent, which shall not be unreasonably
withheld, but if settled with its written consent, or if there be a final
judgment for the plaintiff in any such proceeding, each Indemnifying Party
jointly and severally agrees, subject to the exceptions and limitations set
forth above, to indemnify and hold harmless each Indemnified Party from and
against any and all Losses by reason of such settlement or judgment. The
Indemnifying Party shall not consent to the entry of any judgment or enter into
any settlement that does not include as an unconditional term thereof the giving
by the claimant or plaintiff to each Indemnified Party of a release, in form and
substance reasonably satisfactory to the Indemnified Party, from all liability
in respect of such proceeding for which such Indemnified Party would be entitled
to indemnification hereunder (whether or not any Indemnified Party is a party
thereto).

        (d)     Contribution. If the indemnification provided for in this
                Section 8 is unavailable to an Indemnified Party or is
                insufficient to hold such Indemnified Party harmless for any
                Losses in respect of which this Section 8 would otherwise apply
                by its terms (other than by reason of exceptions provided in
                this Section 8), then each applicable Indemnifying Party, in
                lieu of indemnifying such Indemnified Party, shall have a joint
                and several obligation to contribute to the amount paid or
                payable by such Indemnified Party as a result of such Losses, in
                such proportion as is appropriate to reflect the relative fault
                of the Indemnifying Party, on the one hand, and such Indemnified
                Party, on the other hand, in connection with the actions,
                statements or omissions that resulted in such Losses as well as
                any other relevant equitable considerations. The relative fault
                of such Indemnifying Party, on the one hand, and Indemnified
                Party, on the other hand, shall be determined by reference to,
                among other things, whether any untrue or alleged untrue
                statement of a material fact or omission or alleged omission to
                state a material fact relates to information supplied by such
                Indemnifying Party or Indemnified Party, and the parties'
                relative intent, knowledge, access to information and
                opportunity to correct or prevent any such statement or
                omission. The amount paid or payable by an Indemnified Party as
                a result of any Losses shall be deemed to include any legal or
                other fees or expenses incurred by such party in connection with
                any proceeding, to the extent such party would have been
                indemnified for such fees or expenses if the indemnification
                provided for in Section 8(a) or 8(b) was available to such
                party.

        The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 8(d) were determined by pro rata
allocation or by another method of allocation that does not take account of the
equitable considerations referred to in the immediately preceding paragraph.
Notwithstanding the provisions of this Section 8(d), a selling Holder shall not
be required to contribute, in the aggregate, any amount in excess of such
Holder's Maximum Contribution Amount. A selling Holder's "Maximum Contribution
Amount" shall equal the excess of (i) the aggregate proceeds received by such
Holder pursuant to the sale of such Registrable Notes or Exchange Notes over
(ii) the aggregate amount of damages that such Holder has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission. No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any Person who was not guilty of such fraudulent
misrepresentation. The Holders' obligations to contribute

                                       24

<PAGE>

pursuant to this Section 8(d) are several in proportion to the respective
principal amount of the Registrable Securities held by each Holder hereunder and
not joint.

        The indemnity and contribution agreements contained in this Section 8
are in addition to any liability that the Indemnifying Parties may have to the
Indemnified Parties.

9. Rules 144 and 144A

        The Company covenants that it shall (a) file the reports required to be
filed by it (if so required) under the Securities Act and the Exchange Act in a
timely manner and, if at any time the Company is not required to file such
reports, it will, upon the written request of any Holder of Registrable Notes,
make publicly available other information necessary to permit sales pursuant to
Rule 144 and 144A and (b) take such further action as any Holder may reasonably
request in writing, all to the extent required from time to time to enable such
Holder to sell Registrable Notes without registration under the Securities Act
pursuant to the exemptions provided by Rule 144 and Rule 144A. Upon the request
of any Holder, the Company shall deliver to such Holder a written statement as
to whether it has complied with such information and requirements.

10. Underwritten Registrations of Registrable Notes

        If any of the Registrable Notes covered by any Shelf Registration
Statement are to be sold in an underwritten offering, the investment banker or
investment bankers and manager or managers that will manage the offering will be
selected by the Holders of a majority in aggregate principal amount of such
Registrable Notes to be included in such offering; provided, however, that such
investment banker or investment bankers and manager or managers must be
reasonably acceptable to the Company.

        No Holder of Registrable Notes may participate in any underwritten
registration hereunder unless such Holder (a) agrees to sell such Holder's
Registrable Notes on the basis provided in any underwriting arrangements
approved by the Persons entitled hereunder to approve such arrangements and (b)
completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents required under the terms of such
underwriting arrangements.

11.     Miscellaneous

        (a)     Remedies. In the event of a breach by the Company of any of its
                obligations under this Agreement, each Holder, in addition to
                being entitled to exercise all rights provided herein, in the
                Indenture or, in the case of the Initial Purchaser, in the
                Purchase Agreement, or granted by law, including recovery of
                damages, will be entitled to specific performance of its rights
                under this Agreement. The Company agrees that monetary damages
                would not be adequate compensation for any loss incurred by
                reason of a breach by the Company of any of the provisions of
                this Agreement and hereby further agrees that, in the event of
                any action for specific performance in respect of such breach,
                the Company shall waive the defense that a remedy at law would
                be adequate.

                                       25

<PAGE>

        (b)     No Inconsistent Agreements. The Company has not entered, as of
                the date hereof, and the Company shall not enter, after the date
                of this Agreement, into any agreement with respect to any of its
                securities that is inconsistent with the rights granted to the
                Holders of Securities in this Agreement or otherwise conflicts
                with the provisions hereof. The Company has not entered and will
                not enter into any agreement with respect to any of its
                securities that will grant to any Person piggy-back rights with
                respect to a Registration Statement.

        (c)     Adjustments Affecting Registrable Notes. The Company shall not,
                directly or indirectly, take any action with respect to the
                Registrable Notes as a class that would adversely affect the
                ability of the Holders to include such Registrable Notes in a
                registration undertaken pursuant to this Agreement.

        (d)     Amendments and Waivers. The provisions of this Agreement may not
                be amended, modified or supplemented, and waivers or consents to
                departures from the provisions hereof may not be given,
                otherwise than with the prior written consent of the Holders of
                not less than a majority in aggregate principal amount of the
                then outstanding Registrable Notes in circumstances that would
                adversely affect any Holders of Registrable Notes; provided,
                however, that Section 8 and this Section 11(d) may not be
                amended, modified or supplemented without the prior written
                consent of each Holder. Notwithstanding the foregoing, a waiver
                or consent to depart from the provisions hereof with respect to
                a matter that relates exclusively to the rights of Holders of
                Registrable Notes whose securities are being tendered pursuant
                to the Exchange Offer or sold pursuant to a Notes Registration
                Statement and that does not directly or indirectly affect,
                impair, limit or compromise the rights of other Holders of
                Registrable Notes may be given by Holders of at least a majority
                in aggregate principal amount of the Registrable Notes being
                tendered or being sold by such Holders pursuant to such Notes
                Registration Statement.

        (e)     Notices. All notices and other communications provided for or
                permitted hereunder shall be made in writing by hand delivery,
                registered first-class mail, next-day air courier or telecopier:

                (i)     if to a Holder of Securities or to any Participating
                        Broker-Dealer, at the most current address of such
                        Holder or Participating Broker-Dealer, as the case may
                        be, set forth on the records of the registrar of the
                        Notes, with a copy in like manner to the Initial
                        Purchaser as follows:

                                Jefferies & Company, Inc.
                                520 Madison Avenue
                                12th Floor
                                New York, NY 10022
                                Facsimile No.: (212) 284-2280
                                Attention: Lloyd Feller, Esq.


                                       26

<PAGE>


                        with a copy to:

                                Mayer, Brown, Rowe & Maw LLP
                                1675 Broadway
                                New York, New York  10019
                                Facsimile No.: (212) 262-1910
                                Attention:  Ronald S. Brody, Esq.

                (ii)    if to the Initial Purchaser, at the address specified in
                        Section 11(e)(i);

                (iii)   if to the Company, as follows:

                                American Rock Salt Company LLC
                                3846 Retsof Road
                                Retsof, New York 14539
                                Facsimile No.: (585) 243-9626
                                Attention: Chief Financial Officer

                        with a copy to:

                                Harris Beach LLP
                                99 Garnsey Road
                                Pittsford, New York 14534
                                Facsimile No.: (585) 419-8818
                                Attention:  Christopher D. Jagel, Esq.

        All such notices and communications shall be deemed to have been duly
given: when delivered by hand, if personally delivered; three Business Days
after being deposited in the United States mail, postage prepaid, if mailed; one
Business Day after being timely delivered to a next-day air courier guaranteeing
overnight delivery; and when receipt is acknowledged by the addressee, if
telecopied.

        Copies of all such notices, demands or other communications shall be
concurrently delivered by the Person giving the same to the Trustee under the
Indenture at the address specified in such Indenture.

        (f)     Successors and Assigns. This Agreement shall inure to the
                benefit of and be binding upon the successors and assigns of
                each of the parties hereto, including, without limitation and
                without the need for an express assignment, subsequent Holders
                of Securities.

        (g)     Counterparts. This Agreement may be executed in any number of
                counterparts and by the parties hereto in separate counterparts,
                each of which when so executed shall be deemed to be an original
                and all of which taken together shall constitute one and the
                same agreement.

        (h)     Headings. The headings in this Agreement are for convenience of
                reference only and shall not limit or otherwise affect the
                meaning hereof.


                                       27

<PAGE>


        (i)     Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
                IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT
                REGARD TO PRINCIPLES OF CONFLICT OF LAW. THE COMPANY HEREBY
                IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE
                COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW
                YORK OR ANY FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN IN
                THE CITY OF NEW YORK IN RESPECT OF ANY SUIT, ACTION OR
                PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, AND
                IRREVOCABLY ACCEPTS FOR ITS AND IN RESPECT OF ITS PROPERTY,
                GENERALLY AND UNCONDITIONALLY, JURISDICTION OF THE AFORESAID
                COURTS. THE COMPANY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT
                MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, TRIAL BY JURY AND
                ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF
                VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH
                COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING
                BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT
                FORUM. THE COMPANY IRREVOCABLY CONSENTS, TO THE FULLEST EXTENT
                IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, TO THE SERVICE OF
                PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION
                OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR
                CERTIFIED MAIL, POSTAGE PREPAID, TO THE COMPANY AT ITS SAID
                ADDRESS, SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER SUCH
                MAILING. NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY HOLDER TO
                SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO
                COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE
                COMPANY IN ANY OTHER JURISDICTION.

        (j)     Severability. If any term, provision, covenant or restriction of
                this Agreement is held by a court of competent jurisdiction to
                be invalid, illegal, void or unenforceable, the remainder of the
                terms, provisions, covenants and restrictions set forth herein
                shall remain in full force and effect and shall in no way be
                affected, impaired or invalidated, and the parties hereto shall
                use their best efforts to find and employ an alternative means
                to achieve the same or substantially the same result as that
                contemplated by such term, provision, covenant or restriction.
                It is hereby stipulated and declared to be the intention of the
                parties that they would have executed the remaining terms,
                provisions, covenants and restrictions without including any of
                such that may be hereafter declared invalid, illegal, void or
                unenforceable.

        (k)     Securities Held by the Company or Its Affiliates. Whenever the
                consent or approval of Holders of a specified percentage of
                Securities is required hereunder, Securities held by the Company
                or its affiliates (as such term is defined in Rule

                                       28

<PAGE>


                405 under the Securities Act) shall not be counted in
                determining whether such consent or approval was given by the
                Holders of such required percentage.

        (l)     Third Party Beneficiaries. Holders and Participating
                Broker-Dealers are intended third party beneficiaries of this
                Agreement and this Agreement may be enforced by such Persons.

        (m)     Entire Agreement. This Agreement, together with the Purchase
                Agreement, the Indenture and the Collateral Agreements, is
                intended by the parties as a final and exclusive statement of
                the agreement and understanding of the parties hereto in respect
                of the subject matter contained herein and therein and any and
                all prior oral or written agreements, representations, or
                warranties, contracts, understanding, correspondence,
                conversations and memoranda between the Initial Purchaser on the
                one hand and the Company on the other, or between or among any
                agents, representatives, parents, subsidiaries, affiliates,
                predecessors in interest or successors in interest with respect
                to the subject matter hereof and thereof are merged herein and
                replaced hereby.

                                       29

<PAGE>


        IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

                                                  AMERICAN ROCK SALT COMPANY LLC

                                                  By: /s/ Neil L. Cohen
                                                     ------------------------
                                                     Name:  Neil L. Cohen
                                                     Title: Vice Chairman

ACCEPTED AND AGREED TO:
JEFFERIES & COMPANY, INC.

By: /s/ Mark Q. Davis
   ----------------------------
   Name:  Mark Q. Davis
   Title: Managing Director

                                                   Registration Rights Agreement